In California, limited liability companies (LLC) may be member-managed or manager-managed. This agreement can be used for a LLC in California which is member-managed with multiple members.

You should use this agreement if you want a detailed contract among the members of your LLC in order to help promote the orderly operation of the company. While California law does not require an LLC to have a written operating agreement, it is prudent to put the company’s management, financial and other arrangements into a written contract which accurately reflects the particular needs of the company. This is because the California Revised Uniform Limited Liability Company Act (Act) provides a set of default rules where the operating agreement is silent but it will give way to any contractual arrangement among members for an LLC's operation.

What does this Operating Agreement (Multiple Members) (CA) cover?

• Organizational matters, including the company’s name, term, business, office and registered agent;

• Capital contributions;

• Members;

• Management and control of the company;

• Allocations of net profit and net loss and distributions;

• Transfers and assignment of interests;

• Consequences of dissolution events and termination of membership interest;

• Accounting, records, reporting by members;

• Dissolution and winding up;

• Indemnification; and

• Investment representations.

When completing this agreement, you should make sure that the terms are consistent with your understanding and intent and you may want to consult the company’s tax and/or accounting service providers to confirm that the tax and accounting provisions are appropriate. However, before making any changes to the clauses, you should consider Cal. Corp. Code § 17701.10(c)-(g) which places restrictions on varying certain provisions in the operating agreement.